Verallia FCPE Rejects BWGI OPA, Chooses to Preserve Employee Ownership

Verallia, a French glassmaker, announced that its employee-owned fund, FCPE, has unanimously decided not to offer its shares to the public takeover bid initiated by BW Gestão de Investimentos. The FCPE aims to preserve and strengthen employee ownership within the group. BWGI, a Brazilian holding company, had announced its intention to submit a public takeover bid for Verallia in March, with no plans to delist from the stock exchange.

Verallia, a leading French glass packaging producer, has seen its employee-owned fund, FCPE, unanimously decide not to tender its shares in response to a public takeover bid from BW Gestão de Investimentos (BWGI). This decision underscores the FCPE's commitment to preserving and strengthening employee ownership within the group.

BWGI, a Brazilian holding company, announced its intention to submit a public takeover bid for Verallia in March, with no plans to delist the company from the stock exchange. The FCPE, which holds 4.5% of Verallia's capital post its 2024 share offering, has elected not to tender its shares, prioritizing the preservation of employee share ownership. This decision was ratified unanimously by the FCPE's supervisory board on June 23, 2025 [1].

Verallia's FCPE has long been a champion of employee shareholding programs, which have become a cornerstone of the company's identity. The FCPE's non-tender move aims to insulate Verallia's employee-centric culture from potential shifts in ownership that could prioritize cost-cutting over sustainability or employee welfare. Verallia's sustainability credentials, including its Ecovadis Platinum status and a 46% CO2 reduction target by 2030, are integral to its brand value [2].

The FCPE's decision comes as BWGI's offer of €28.30 per share represents a 23.2% premium over Verallia's one-month volume-weighted average price before bid rumors emerged. Independent expert Ledouble deemed the terms “fair,” and Verallia's board endorsed the offer. However, the FCPE's stance highlights a critical divide: employee stakeholders may view the offer as insufficient to justify surrendering their equity-driven governance influence [1].

BWGI's bid faces two critical thresholds: acquiring at least 50% of Verallia's shares or voting rights, and obtaining approval under the European Commission's Foreign Subsidies Regulation (FSR). If successful, the offer will reopen for 10 days after hitting the 50% threshold, allowing additional shareholders to participate. However, BWGI has committed to maintaining Verallia's Euronext listing for three years and avoiding a squeeze-out, ensuring minority shareholders retain their positions [1].

For investors, the decision to tender should balance the allure of short-term gains against the long-term value of a company whose environmental and social commitments are woven into its core identity. Analysts note that Verallia's focus on circularity and partnerships with sustainable brands positions it well in a regulatory environment favoring green businesses. If BWGI's ownership weakens this focus, long-term shareholder value could suffer. Conversely, if the private equity firm bolsters ESG investments, the stock might see sustained growth [1].

Verallia's FCPE has drawn a line in the sand, prioritizing employee ownership and sustainability over immediate financial returns. The FCPE's non-tender reflects a bet that Verallia's ESG-driven growth will outperform short-term financial gains. For investors valuing ESG integrity, holding shares—or even accumulating them during the reopening period—may prove a shrewd move [1].

References:
[1] https://www.ainvest.com/news/verallia-employee-equity-stance-strategic-gambit-bwgi-tender-offer-2506/
[2] https://www.morningstar.com/news/business-wire/20250623168593/public-tender-offer-of-bwgi-the-supervisory-board-of-the-verallia-fcpes-decided-not-to-tender-its-shares